Terms of Service

TEXT
MESSAGING SERVICE
Provided by Upside Wireless Inc. is an Incorporated Company in British Columbia, Canada

ACCEPTANCEWhen you sign up with our Service, you automatically
confirm that you accept any and all terms in this agreement.

DESCRIPTION OF
SERVICE
Upside supplies you with a set of web and application
programming services that allow you send and receive
text messages to and from cellular phones worldwide for commercial, personal or
marketing purposes.

This is NOT a free service.
All messages require a certain number of credits to be processed.
All accounts/services require pre-payment before they
can be used.

REGISTRATION - QUALITY OF DATA
The information that you state to us when you register
must be updated, correct and complete. Please note that
accounts with invalid information (for example e-mail
account, name or country) may be deleted as our sole discretion,
together with all associated information. It is your responsibility
to make sure that your information is up-to-date.

SUBSCRIPTION ACCOUNTS
Subscription accounts (including VirtualSMS) enable account holders to send and
receive SMS messages at preferential terms. The payment
for a subscription is executed monthly on the day the
subscriber first joined the program. Subscriptions can
be cancelled under the following terms:

Subscription privileges stop at the time of cancellation

No refunds for subscriptions will be issued under
any circumstances

Any unused messages expire at the end of
subscription

To cancel your subscription, please login to your account and click on the Contact Us link. Then request that the subscription be cancelled. Please note that it takes 3-5 business days to complete cancelation request.

USAGE
This account is supplied to you by Upside and must not be
used for criminal purposes or in a way that disturbs other
users or intrudes on other persons or on their property.
You are responsible for ensuring that the information
you provide using our services is legal and in accordance
with normal morals and the general ethics which apply
on the Internet. Consequently, you are not allowed to:
encourage a crime or assist anyone who encourages a crime
in any way, make or distribute statements which discriminate
or emphasize anyone's race, skin colour, sex, religion,
ethnic origin or sexual orientation, distribute
pornographic content or pornographic pictures or
pictures/content which portray gross violence, force or
brutality, make or distribute statements which are
offensive or insulting.

If using the Service to enable messaging to people other than yourself, user generated traffic is not allowed.

IMPORTANT: Unless your account has an approved Short
Code you cannot use the service to send ANY marketing or
advertising messages. You cannot use VirtualSMS to send
marketing or advertising messages.

If using service to send
promotional/advertising/marketing messages you are not
allowed to send messages outside of 8 AM - 8 PM time
window in the time zone where the recipient of the
message resides. It is your responsibility to determine
appropriate time window of sending based on the area
code of the recipient.

In case of violation of any of the above usage
conditions your account may be permanently suspended or
canceled without warning of any kind. It is therefore
your sole responsibility to monitor and filter traffic
before submitting it to our service.

API CONNECTIVITY
If your account has API connectivity, you can use the
API to initiate sending of text messages that comply
with this terms of service. You can have one connection
to our service at any time. Attempting to make multiple
API connections will suspend your account indefinitely.

RESELLERSMS
If you purchase our ResellerSMS account
for the purpose of offering commercial two-way text
messaging communication to mobile devices to your
customers you can:

Create and manage sub-user accounts

Customize appearance of web pages presented to you
and your sub-users

Run marketing promotions to your sub-users

Determine pricing plans and charge your
sub-users for the messaging service

You will be expected to have a Privacy Policy that is in accordance with governing privacy laws. Please view our Privacy Policy
here.

SHORT CODE
You can purchase one or more short code for conducting
commercial and marketing services in USA and Canada.
Apart from the obligations stated in this document you
will also be subject to the terms of service from the
issuing agency (in Canada - Canadian Wireless Telecom
Association - CWTA, in USA - CTIA Wireless Association). You
can use the short code only in strict compliance with
the terms of your application submitted to and approved
by CWTA/CTIA. You must also ensure that your application
handles STOP and HELP keywords as required by CWTA/CTIA
(please contact us for detailed instructions on this).
Your short code may be audited at any time and may be
suspended due to non-compliance.

VIRTUALSMS
If your account has one or more VirtualSMS numbers they
can be used to receive messages from mobile phones. They
can also be used to send messages to machines (M2M
messaging), enterprise alerting and messaging (for
example to send messages to employees within a company),
business alerts and/or information and intra-company
messaging. VirtualSMS CANNOT BE USED TO SEND MESSAGES
THAT HAVE MARKETING OR ADVERTISING CONTENT. Similarly,
VirtualSMS cannot be used to send messages to perons unknown to you, nor to provide person-to-person (for example web site to mobile) or anonymous messaging.

SENDING TEXT MESSAGES TO
FIXED LINES/ANSWERING SERVICES
Upside provides services for sending text messages to
and from mobile (cell phones). Some countries (notably
USA and Canada), allow sending of text messages to
non-mobile phones (fixed lines or answering services).
Delivery to such services is treated as premium messages
- however, based on the mobile phone we cannot tell the
difference between a mobile phone and fixed line. This
means that we will send your messages and if it turns
out that the number to which you sent the message is
premium priced your account will be charged 10 credits
per message. It is your responsibility to filter
messages before sending them should you not want to send
messages to Fixed lines/answering services.

SPAM
You can send messages ONLY to people who have explicitly
expressed interest to receive messages from you. All
other messages are treated as SPAM.

Upside Wireless Inc. will immediately terminate
and delete your account if it believes that the
account or any of its sub accounts is or has been used for SPAM or unsolicited bulk messaging.
Upside is bound to deliver a valued service and
will NOT tolerate SPAM (sending of unsolicited
message) of SMS, MMS, EMS or email messages and/or ANY
other kind of messages. You, or users of your sub accounts,
are NOT permitted to send SPAM. If you
do send mass SMS, MMS, EMS or email messages using Upside's services, you MUST comply with the CAN-SPAM, anti-spam
legislation laid down by European Union (7(1) of Directive
2000/31/EC, by Articles 6 and 7) or any other anti spam
legislation in other jurisdictions. Failure to do so will
result in immediate and irrevocable termination of your
account. Upside's refund policy for accounts that are
suspected of SPAMMING is VOID and NO refunds will be issued.

Please note that neither unsolicited messages nor any
other messages that are in breach of US or international
laws may be sent via the Service and that any consequences
arising from the breach of US or international laws will
be born by you. Upside Wireless Inc. does not assume any responsibility
for the content of the messages you send via its platform.
We hereby underline your responsibility:

The client undertakes that it will not knowingly
use Upside's services for any illegal, immoral or
improper purpose or in any manner which contravenes the
law or regulatory requirements of the appropriate jurisdiction
or knowingly in any way which is indecent or offensive
or in any way that could be considered as Spamming, and
undertakes not to allow any third party to do so. The
client explicitly confirms that for each SMS-MT it sends
to Mobile Subscribers via Upside services/platforms,
the client has the prior consent of the recipient of each
message before the message is sent.

Since penalties can be drastic, it is in your best interest
to closely obey all laws and regulations.

CUSTOMER SUPPORTAny customer support issues are to be logged through the Contact Us link in your on-line account. This enables our customer support team to
prioritize and assign your request to the most appropriate resolution team.
We offer 2 hour response during regular business hours (8
AM - 6 PM, Monday to Friday, Pacific Time) and 8 hour response time off-hours.

SYSTEM MAINTENANCE
Upside Wireless Inc. maintains computer equipment and
software to ensure the highest level of service. Any scheduled
maintenance is announced on the landing page of your
on-line account no less than 10 days ahead of time. Any
urgent scheduled windows are announced by email - to the
registered email address in your account.

INTEROPERABILITY
The ability to send and receive SMS messages is subject
to subscriber contracts, roaming agreements and billing
configuration. Due to the nature of the global SMS network, roaming and interoperability status,
status of handsets at the time of sending as well as our
ability to deliver your messages to or from any network
may change without notice.

We do NOT guarantee that messages you send using our
service will be delivered.

QUALITY OF SERVICE
You use your account and information from the Internet
entirely at your own risk. Upside Wireless Inc. does not
take responsibility for: (a) that the service will be
without faults or delays, (b) any effects on your life
when you use your account or download anything from the
Internet or (c) for goods, services or transactions
using your account.

CANCELLATION AND REFUNDS
You can request that your account/service be cancelled
at any time. No refunds can be issued under any
circumstances.

CREDIT EXPIRATION
Unused messaging credits expire 356 days after the day of purchase.

DATA RETENTION
The information you provide is stored for a minimum of
one year. If you use our service to process messages are
also stored for one year, after which time they may be
archived. If you use external applications to process
messages (apply business logic that are received/sent),
messages will not be stored in our system.

INACTIVE/DORMANT
ACCOUNTS
An account becomes dormant after 90 days if inactivity.
All data in the account may be deleted at this time or
at any time thereafter. An account becomes inactive
after 180 days of inactivity at which time or any time
thereafter the account may be deleted. Once deleted an
account or data in it cannot be restored.

PRIVACY
Your correspondence is your own private property. Upside
Wireless Inc. takes no responsibility whatsoever for the
content in the correspondence of its members. Nor does
it take any responsibility whatsoever for activities that
may take place as a consequence of communication via Upside's sites. Upside will not read, change, destroy or forward
the contents of your correspondence, unless entitled to
do so by this agreement or forced to do so by law, regulation
or any extraordinary circumstance. Please read more on
our
privacy policy here.

INTEGRITY
Protect and change your password often. You are
responsible for your account and your password. Upside
will not be responsible for any loss you may experience
from someone accessing your account.

CLOSURE OF SERVICE
Upside Wireless Inc. may at any time close your account
if: (a) you supply misleading information at the time
of registration, (b) you do not use (access) your account
within a time span of 3 months, if (c) you do not follow
the terms stated in this agreement, (d) the use of your
account contravenes the law or the conditions in this
agreement, (e) there is reasonable suspicion that a crime
has been committed, (f) if you do not maintain a valid
e-mail address or (g) if there is a suspicion that you
used your account to send SPAM. Upside Wireless Inc. may
also limit some of the functionality available to you
if you do not logon to your account for more than 15 days.
Upside Wireless Inc. also retains the right to close Upside text messaging
services at any time, temporarily or permanently, in case
of force majeure, bankruptcy, liquidation or any other events.

WARRANTY, RESPONSIBILITY
FOR FAULTS, ETC.
The services are provided on an -as is- basis with no
warranty implied or explicit. Upside Wireless Inc. is also not responsible in any way for the content or the delivery of the messages which the User has sent or received via the Services.

INDEMNIFICATION
You agree to indemnify and hold Upside Wireless Inc.,
its parents, subsidiaries, affiliates, officers and employees,
harmless for any claim, demand, or damage, asserted by
any third party due to or arising out of your use of or
conduct on the system. The Service is provided without
any guarantees explicit or implied.
Upside Wireless Inc. is not responsible for direct, indirect
or other damage suffered by the User or a third party
as a result of using the Service, faults in the Service
or interruption to or termination of the Service.

COPYRIGHT
COPYRIGHT. This web site, the web site technology and
all content from time to time displayed by Upside Wireless
Inc. on the web site (the Web site) are the property
of Upside Wireless Inc. The Web site and all services
offered are protected
by Canadian and international law and conventions for
the protection of industrial and intellectual property
rights. You may not, without expressed permission from
Upside Wireless Inc., copy or to the public display the
Web site or the Web site in part or parts. You also may
not mirror the Web site on your home page. Your use of
the Web site does not create a license or any other rights
in Upside Wireless Inc.'s trademarks, services, copyrights,
or any other intellectual property or proprietary rights.

DISAGREEMENTS
This agreement shall be governed by and construed in accordance
with laws of province of British Columbia, Canada. In case of
a dispute, you agree to submit yourself to the jurisdiction
of courts of British Columbia, Canada.

CHANGES IN THIS
AGREEMENT
Upside Wireless Inc. reserves the right to alter the
terms of this agreement. By continuing to use this
service, you accept the new wording of the membership
terms. It is therefore in your interest to keep yourself
updated on the membership terms.